News & Analysis as of

Beneficial Owner Shareholders Investors

Skadden, Arps, Slate, Meagher & Flom LLP

Making Sure Newly Cautious Shareholders Get the Information They Want

Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

White & Case LLP on

On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Skadden, Arps, Slate, Meagher & Flom LLP

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

Latham & Watkins LLP on

The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

Latham & Watkins LLP on

SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

BCLP

UK Shareholding Report a Missed Opportunity for New Tech

BCLP on

In July, the U.K. Digitization Taskforce released an interim report containing a series of potential recommendations for the government, regulators and market participants, in order to achieve full digitization of the U.K....more

Jones Day

SEC Adopts Amendments to the Beneficial Ownership Rules

Jones Day on

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

Fenwick & West LLP

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

White & Case LLP

The INDEX Act: A challenge to the voting influence of institutional investors that may yield unintended consequences

White & Case LLP on

The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex - The INDEX Act arrives at a moment of increasing resistance to ESG...more

Fenwick & West LLP

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

Fenwick & West LLP on

On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

Troutman Pepper Locke

Tools for Targets of Activist Investors

Troutman Pepper Locke on

A recent interpretation by the staff of the U.S. Securities and Exchange Commission (“SEC”) of the beneficial ownership reporting rules under the Securities Exchange Act and the recent settlement of a lawsuit by the U.S....more

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